END USER LICENSE AGREEMENT

NOTICE TO USER:
THIS IS AN AGREEMENT GOVERNING YOUR USE OF ELCOMSOFT SOFTWARE, FURTHER DEFINED H
EREIN AS PRODUCT, AND THE LICENSOR OF THE PRODUCT IS WILLING TO PROVIDE YOU WITH A
CCESS TO THE PRODUCT ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND
CONDITIONS CONTAINED IN THIS AGREEMENT. BELOW, YOU ARE ASKED TO ACCEPT THIS AGR
EEMENT AND CONTINUE TO INSTALL OR, IF YOU DO NOT WISH TO ACCEPT THIS AGREEMENT,
TO DECLINE THIS AGREEMENT, IN WHICH CASE YOU WILL NOT BE ABLE TO INSTALL OR OPER
ATE THE PRODUCT. BY INSTALLING THIS PRODUCT YOU ACCEPT ALL THE TERMS AND CONDIT
IONS OF THIS AGREEMENT.
This Electronic End User License Agreement (the Agreement) is a legal agreement be
tween you (either an individual or an entity), the licensee, and ElcomSoft Co. L
td. and its affiliates (collectively, the Licensor), regarding the Licensors softwa
re, as applicable pursuant to a valid license, you are about to download and/or
other related services, including without limitation a) all of the contents of t
he files, disk(s), CD-ROM(s) or other media with which this Agreement is provide
d and including all forms of code, such as source code and object code, (the Sof
tware), b) all successor upgrades, modified versions, modified modules, revisions
, patches, enhancements, fixes, modifications, copies, additions or maintenance
releases of the Software, if any, licensed to you by the Licensor (collectively,
the Updates), and c) related user documentation and explanatory materials or file
s provided in written, online or electronic form (the Documentation and together wit
h the Software and Updates, the Product). You are subject to the terms and condit
ions of this End User License Agreement whether you access or obtain the Product
directly from the Licensor, or through any other source. For purposes hereof,
you means the individual person installing or using the Product on his or her own
behalf; or, if the Product is being downloaded or installed on behalf of an org
anization, such as an employer, you means the organization for which the Product i
s downloaded or installed, then the person accepting this agreement represents h
ereby that such organization has authorized such person to accept this agreement
on the organizations behalf. For purposes hereof the term organization, without l
imitation, includes any partnership, limited liability company, corporation, ass
ociation, joint stock company, trust, joint venture, labor organization, unincor
porated organization, or governmental authority.
By accessing, storing, loading, installing, executing, displaying, copying the P
roduct into the memory of a Client Device, as defined below, or otherwise benefi
ting from using the functionality of the Product (Operating), you agree to be boun
d by the terms and conditions of this Agreement. If you do not agree to the ter
ms and conditions of this Agreement, the Licensor is unwilling to license the Pr
oduct to you. In such event, you may not Operate or use the Product in any way.
BEFORE YOU I AGREE BUTTON, PLEASE CAREFULLY READ THE TERMS AND CONDITIONS OF THIS A
GREEMENT, AS SUCH ACTIONS ARE A SYMBOL OF YOUR SIGNATURE AND BY CLICKING ON THE I
AGREE, YOU ARE CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEM
ENT AND AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGR
EEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT
, CLICK THE CANCEL BUTTON AND THE PRODUCT WILL NOT BE INSTALLED ON YOUR CLIENT DEV
ICE, AS SUCH TERM IS DEFINED BELOW. For your reference, you may refer to the co
py of this Agreement that can be found in the Help for the Software. You may al
so receive a copy of this Agreement by contacting Licensor at: info@elcomsoft.co
m.
1. Proprietary Rights and Non-Disclosure.
1.1. Ownership Rights. You agree that the Product and the authorship, systems,
ideas, methods of operation, documentation and other information contained in th
e Product, are proprietary intellectual properties and or the valuable trade sec
rets of the Licensor and are protected by civil and criminal law, and by the law
of copyright, trade secret, trademark and patent of the Russian federation, oth
er countries and international treaties. You may use trademarks only insofar as
to identify printed output produced by the Product in accordance with accepted
trademark practice, including identification of trademark owners name. Such use
of any trademark does not give you any rights of ownership in that trademark. T
he Licensor and its suppliers own and retain all right, title, and interest in a
nd to the Product, including without limitations any error corrections, enhancem
ents, Updates or other modifications to the Software, whether made by Licensor o
r any third party, and all copyrights, patents, trade secret rights, trademarks,
and other intellectual property rights therein. Your possession, installation
or use of the Product does not transfer to you any title to the intellectual pro
perty in the Product, and you will not acquire any rights to the Product except
as expressly set forth in this Agreement. All copies of the Product made hereun
der must contain the same proprietary notices that appear on and in the Product.
Except as stated herein, this Agreement does not grant you any intellectual pr
operty rights in the Product and you acknowledge that the license granted under
this Agreement only provides you with a right of limited use under the terms and
conditions of this Agreement.
1.2. Source Code and Modifications. You acknowledge that the source code for the
Product is proprietary to the Licensor and constitutes trade secrets of the Lic
ensor. You agree not to modify, or create derivative works based upon the Produ
ct in whole or in part nor reverse engineer, decompile, disassemble the source c
ode of the Product in any way.
1.3. Registration Code File and Confidential Information. You agree that, unles
s otherwise specifically provided herein or agreed by the Licensor in writing, t
he Product, including the specific design and structure of individual programs a
nd the Product, including without limitation the Registration Code File provided
to you by the Licensor and/or its authorized resellers or distributors, constit
ute confidential proprietary information of the Licensor. For purposes hereof, R
egistration Code shall mean a unique key identification file or a combination of
unique electronic characters provided to you by the Licensor confirming the purc
hase of the license from the Licensor, which may carry the information about the
license and the number of permitted users, and enabling the full functionality
of the Product in accordance with the license granted under this Agreement. You
agree not to transfer, copy, disclose, provide or otherwise make available such
confidential information in any form to any third party without the prior writt
en consent of the Licensor. You agree to implement reasonable security measures
to protect such confidential information, but without limitation to the foregoi
ng, shall use best efforts to maintain the security of the Registration Code pro
vided to you by the Licensor and/or its authorized resellers or distributors.
2. Grant of License.
2.1. License. The Licensor grants you the following rights (License) and you here
by agree and accept such License:
a). Trial Version. If you have received, downloaded and/or installed a trial ve
rsion of the Product and are hereby granted an evaluation license for the Softwa
re and you may Operate the Product only for evaluation purposes and only during
the single applicable evaluation period of thirty (30) days, unless otherwise in
dicated, from the date of the initial installation. Following this test period
of thirty (30) days or less, if you wish to continue to use the Product, you mus
t register. To register you have to pay for the fully functional version. Upon p
ayment we provide the Registration Code to you. Any use of the Product for other
purposes or beyond the applicable evaluation period is strictly prohibited, pro
vided however that, subject to the restrictions contained herein, you may copy a
nd distribute a trial version of the Software without any modifications whatsoev
er to any third party subject to this Agreement and further provided that you ha
ve no technical support rights during the trial period. The unregistered (trial
) version may be freely distributed, provided that the distribution package is n
ot modified. No person or company may charge a fee for the distribution of the P
roduct without written permission from the copyright holder.
b). Grant of License. Unless otherwise specifically indicated under a valid lic
ense (e.g. volume license) granted by the Licensor, once registered you are gran
ted a non-exclusive and non-transferable license to install one (1) copy of the
Product and during the term of your license, subject to the payment of the appli
cable fees and your compliance with the terms hereof, this Agreement permits you
or any of your employees to Operate one copy of the specified version of the Pr
oduct, for internal purposes only, on one computer, workstation, or other electr
onic device of which the software was designed (each a Client Device). If you hav
e purchased multiple licenses for the Product, then the number of multiple licen
ses shall determine the number of copies of the Product you may have and the num
ber of Client Devices on which you may Operate the Product. If the Product is l
icensed as a suite or bundle with more than one specified software product, this
license applies to all such specified software products, subject to any restric
tions or usage terms specified on the applicable price list or product packaging
that apply to any of such software products individually. Additionally, Licenso
r reserves the right to provide for specific terms and conditions in the purchas
ed licenses and such terms may be embedded in Registration Code specifying other
terms, conditions and restrictions of Operating of the Product. The Licensor re
serves all rights not expressly granted herein.
c). Limitations on Personal License. With the purchase of a personal License, t
he Licensee may operate the Product as set forth in the Agreement for non-commer
cial purposes in a non-business or non-commercial environment. Use of the Produ
ct in a corporate, governmental or business environment requires the purchase of
a business license.
d). Site License. With the acquisition of a Site License, the Licensee may inst
all and use the Product on an unlimited amount of CPUs within one office in one
geographic location. Within these limitations, the Licensee may install the Pro
duct as a Network Product and run the software from any networked computer on your
LAN, provided those computers are located exclusively within one office at one
geographic location.
e). Volume Use. If the Product is licensed with volume license terms specified
in the applicable product invoicing or packaging for the Product, you may make u
se and install as many additional copies of the Product on the number of Client
Devices as the volume license terms specify. You must have a reasonable mechanis
m in place to ensure that the number of Client Devices on which the Product has
been installed does not exceed the number of licenses you have obtained.
f). Multiple Environment Product; Multiple Language Product; Dual Media Product;
Multiple Copies; Bundles. If the Product supports multiple platforms or langua
ges, if you receive the Product on multiple media, if you otherwise receive mult
iple copies of the Product, or if you received the Product bundled with other so
ftware, the total number of your Client Devices on which all versions of the Pro
duct are installed may not exceed the number of licenses you have obtained from
the Licensor. You may not rent, lease, sublicense, lend or transfer any version
s or copies of the Product you do not use.
2.2. Back-up Copies. You can make one (1) copy the Product for backup and archi
val purposes, provided, however, that the original and each copy is kept in your
possession or control, and that your installation and use of the Product does n
ot exceed that which is allowed in this Section 2.
2.3. Prohibitions. You may not use, copy, emulate, clone, rent, lease, sell, mo
dify, decompile, disassemble, otherwise reverse engineer, or transfer the licens
ed program, or any subset of the licensed program, except as provided for in thi
s Agreement. Any such unauthorized use shall result in immediate and automatic t
ermination of this license and may result in criminal and/or civil prosecution.
Neither ElcomSoft binary code nor source may be used or reverse engineered to r
e-create the program algorithm, which is proprietary, without written permission
of Licensor. All rights not expressly granted here are reserved by ElcomSoft C
o. Ltd.
2.4. Special Provisions Applicable to Password Recovery Programs. The Licensor
has a strict return policy due to the nature of our products. If the software is
unable to recover (or remove, or change) a password, a copy of the unrecovered
file must be sent to the Licensor for evaluation. If the password is recovered,
you will be either able to keep the software and receive the password to the fil
e (or unprotected copy of the file), or refund can be made and the end user will
need to pay for the in-house recovery in order to receive the password. If the
Licensor is unable to recover the password, a full refund will be made. This sub
section is applicable only to situations when password recovery or removal is gu
aranteed without brute-force or dictionary attacks.
2.5. Registration Code. Registration Code provided by the Licensor constitutes
the confidential proprietary information of the Licensor. ElcomSoft Registratio
n Code file may not be distributed, except as stated herein, outside of the area
of legal control of the person or persons who purchased the original license, w
ithout written permission of the copyright holder. You may not give away, sell
or otherwise transfer your Registration Code to a third party. Doing so will re
sult in an infringement of copyright. ElcomSoft Co. Ltd retains the right of cl
aims for compensation in respect of damage which occurred by your giving away th
e registration code. This claim shall also extend to all costs which ElcomSoft C
o. Ltd incurs in defending itself.
2.6. Transfers. Under no circumstances shall Licensee sell, rent, lease, licens
e, sublicense, publish, display, distribute, or otherwise transfer to a third pa
rty the Software, any copy thereof, in whole or in part, without Licensor's prio
r written consent, unless otherwise provided for in this Agreement.
2.7. Acceptance of Licensing Terms. Installing and using the Product signifies
acceptance of these terms and conditions of the License. If you do not agree wit
h the terms of the license you must remove all Product files from your storage d
evices, including any back-up or archival copy, and cease to use the Product.
2.8. Material Terms and Conditions. Licensee specifically agrees that each of t
he terms and conditions of this Section 2 are material and that failure of Licen
see to comply with these terms and conditions shall constitute sufficient cause
for Licensor to immediately terminate this Agreement and the License granted und
er this Agreement. The presence of this Section 2.7 shall not be relevant in det
ermining the materiality of any other provision or breach of this Agreement by e
ither party.
2.9. Term and Termination. The term of this Agreement (Term) shall begin when you
download, access or install the Product or pay the applicable license fees (whi
chever is earlier) and shall continue for the term specified in your order. Wit
hout prejudice to any other rights, this Agreement will terminate automatically
if you fail to comply with any of the limitations or other requirements describe
d herein. Upon any termination or expiration of this Agreement, you must immedi
ately cease use of the Product and destroy all copies of the Product.
2.10. No Rights Upon Termination. Upon termination of this Agreement you will n
o longer be authorized to Operate or use the Product in any way.
3. Support and Updates.
3.1. Terms of Support. During the one-year period you are entitled to technical
services and support for the Product which is provided to you by Licensor durin
g the regular business hours (GMT+ 03:00), except for locally-observed holidays,
and includes the support provided through a special technical support section o
f the Licensors site (the Site) and email support@elcomsoft.com. During such period
of one year e-mail support is unlimited and includes technical and support ques
tions and patch fixes.
3.2. Updates. During the one-year period, you may download Updates to the Produ
ct when and as the Licensor publishes them on the Site, or through other online
services. If the Product is an Update to a previous version of the Product, you
must possess a valid license to such previous version in order to use the Updat
e. You may continue to use the previous version of the Product on your Client D
evice after you receive the Update to assist you in the transition to the Update
, provided that: (i) the Update and the previous version are installed on the sa
me Client Device; (ii) the previous version or copies thereof are not transferre
d to another party or Client Device unless all copies of the Update are also tra
nsferred to such party or Client Device; (iii) you acknowledge that any modifica
tion that you made to the Product may be lost, altered, distorted or destroyed r
endering such modifications, Product or the part thereof inoperable or non-usabl
e; and (iv) you acknowledge that any obligation the Licensor may have to support
the previous version of the Product may be ended upon availability of the Updat
e. Except for the rights to free Updates during the one-year period, as further
defined herein, nothing in this Agreement shall be construed as to grant you an
y rights or licenses with regard to the new releases of the Product or to entitl
e you to any new release. This Agreement does not obligate the Company to provi
de any Updates. Notwithstanding the foregoing, any Updates that you may receive
become part of the Product and the terms of this Agreement apply to them (unles
s this Agreement is superseded by a succeeding agreement accompanying such Updat
e or modified version of the Product).
4. Restrictions.
4.1. No Transfer of Rights. You may not transfer any rights pursuant to this Ag
reement nor rent, sublicense, lease, loan or resell the Product. You may not pe
rmit third parties to benefit from the use or functionality of the Product via a
timesharing, service bureau or other arrangement, except to the extent such use
is specified in the application price list, purchase order or product packaging
for the Product. Except as otherwise provided in Section 1.2 hereof, you may n
ot, without the Licensors prior written consent, reverse engineer, decompile, dis
assemble or otherwise reduce any party of the Product to human readable form nor
permit any third party to do so, except to the extent the foregoing restriction
is expressly prohibited by applicable law. Notwithstanding the foregoing sente
nce, decompiling the Software is permitted to the extent the laws of your jurisd
iction give you the right to do so to obtain information necessary to render the
Software interoperable with other software; provided, however, that you must fi
rst request such information from the Licensor and the Licensor may, in its disc
retion, either provide such information to you (subject to confidentiality terms
) or impose reasonable conditions, including a reasonable fee, on such use of th
e Software to ensure that the Licensor's and its affiliates proprietary rights in
the Software are protected. Except for the modification permitted under Sectio
n 1.2, you may not modify, or create derivative works based upon the Product in
whole or in part.
4.2. Proprietary Notices and Copies. You may not remove any proprietary notices
or labels on the Product. You may not copy the Product except as expressly perm
itted in Section 2 above.
4.3. Compliance with Law. You agree that in Operating the Product and in using
any report or information derived as a result of Operating this Product, you wil
l comply with all applicable international, national, state, regional and local
laws and regulations, including, without limitation, privacy, trademark, patent,
copyright, export control and obscenity law and you shall not use the Product f
or unethical or illegal business practices or in violation of any obligation to
a third party in using, operating, accessing or running any of the Product and s
hall not knowingly assist any other person or entity to so violate any obligatio
n to a third party.
4.4. Additional Protection Measures. Solely for the purpose of preventing unlic
ensed use of the Product, the Software may install on your Client Device technol
ogical measures that are designed to prevent unlicensed use, and the Licensor ma
y use this technology to confirm that you have a licensed copy of the Product.
The update of these technological measures may occur through the installation of
the Updates. The Updates will not install on unlicensed copies of the Product.
If you are not using a licensed copy of the Product, you are not allowed to in
stall the Updates. The Licensor will not collect any personally identifiable inf
ormation from your Client Device during this process.
5. WARRANTIES AND DISCLAIMERS.
5.1. Limited Warranty. The Licensor warrants that for 90 days (the Warranty Peri
od) from the date the Registration Code is provided to you by Licensor, the media
on which Product has been provided will be free from defects in materials and w
orkmanship and that the Software will perform substantially in accordance with t
he Documentation or generally conform to the Products specifications published by
the Licensor. Non-substantial variations of performance from the Documentation
do not establish a warranty right. THIS LIMITED WARRANTY DOES NOT APPLY TO UPD
ATES AS APPLIED TO ANY MODIFIED PRODUCT, WHETHER OR NOT SUCH MODIFICATION IS PER
MISSIBLE HEREUNDER, TRIAL AND EVALUATION VERSIONS, UPDATES, PRE-RELEASE, TRYOUT,
PRODUCT SAMPLER, OR NOT FOR RESALE (NFR) COPIES OF PRODUCT. This limited warran
ty is void and your support right terminate if the defect has resulted from acci
dent, abuse, or misapplication or any modification, whether or not such modifica
tion is permitted hereunder. No warranty is made as to the integrity, protectio
n or safekeeping of any modification to the Products made by you upon installati
on of any of the Updates. To make a warranty claim, you must return the Product
to the location where you obtained it along with proof of purchase within such
sixty (60) day period of the license fee you paid for the Product. THE LIMITED
WARRANTY SET FORTH IN THIS SECTION GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAV
E ADDITIONAL RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
5.2. Customer Remedies. The Licensor and its suppliers entire liability and your
exclusive remedy for any breach of the foregoing warranty shall be at the Licen
sors option: (i) return of the purchase price paid for the license, if any, (ii)
replacement of the defective media in which the Product is contained, or (iii) c
orrection of the defects, bugs or errors within reasonable period of time. You mu
st return the defective media to the Licensor at your expense with a copy of you
r receipt. Any replacement media will be warranted for the remainder of the orig
inal warranty period.
5.3. NO OTHER WARRANTIES. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AND FOR AN
Y WARRANTY, CONDITION, REPRESENTATION OR TERM TO THE EXTENT TO WHICH THE SAME CA
NNOT OR MAY NOT BE EXCLUDED OR LIMITED BY LAW APPLICABLE TO YOU IN YOUR JURISDIC
TION, THE PRODUCT IS PROVIDED AS-IS WITHOUT ANY WARRANTY WHATSOEVER AND THE LICENS
OR MAKES NO PROMISES, REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESSED OR IMPLIE
D, WHETHER BY STATUTE, COMMON LAW, CUSTOM, USAGE OR OTHERWISE, REGARDING OR RELA
TING TO THE PRODUCT OR CONTENT THEREIN OR TO ANY OTHER MATERIAL FURNISHED OR PRO
VIDED TO YOU PURSUANT TO THIS AGREEMENT OR OTHERWISE. YOU ASSUME ALL RISKS AND
RESPONSIBILITIES FOR SELECTION OF THE PRODUCT TO ACHIEVE YOUR INTENDED RESULTS,
AND FOR THE INSTALLATION OF, USE OF, AND RESULTS OBTAINED FROM THE PRODUCT. THE
LICENSOR MAKES NO WARRANTY THAT THE PRODUCT WILL BE ERROR FREE OR FREE FROM INT
ERRUPTION OR FAILURE, OR THAT IT IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR S
OFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR DISCLAIMS
ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INTEGRATI
ON, SATISFACTORY QUALITY OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO T
HE PRODUCT AND THE ACCOMPANYING WRITTEN MATERIALS OR THE USE THEREOF. SOME JURI
SDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIO
N MAY NOT APPLY TO YOU. YOU HEREBY ACKNOWLEDGE THAT THE PRODUCT MAY NOT BE OR BE
COME AVAILABLE DUE TO ANY NUMBER OF FACTORS INCLUDING WITHOUT LIMITATION PERIODI
C SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, TECHNICAL FAILURE O
F THE SOFTWARE, TELECOMMUNICATIONS INFRASTRUCTURE, OR DELAY OR DISRUPTION ATTRIB
UTABLE TO VIRUSES, DENIAL OF SERVICE ATTACKS, INCREASED OR FLUCTUATING DEMAND, A
ND ACTIONS AND OMISSIONS OF THIRD PARTIES. THEREFORE, THE LICENSOR EXPRESSLY DI
SCLAIMS ANY EXPRESS OR IMPLIED WARRANTY REGARDING SYSTEM AND/OR SOFTWARE AVAILAB
ILITY, ACCESSIBILITY, OR PERFORMANCE. THE LICENSOR DISCLAIMS ANY AND ALL LIABIL
ITY FOR THE LOSS OF DATA DURING ANY COMMUNICATIONS AND ANY LIABILITY ARISING FRO
M OR RELATED TO ANY FAILURE BY THE LICENSOR TO TRANSMIT ACCURATE OR COMPLETE INF
ORMATION TO YOU.
5.4. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE
ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE PRODUCT AND THE INFORMA
TION CONTAINED IN OR COMPILED BY THE PRODUCT, AND THE INTERACTION (OR FAILURE TO
INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE
LICENSOR OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, I
N NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAM
AGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PRO
FITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF DATA, LOSS OF
GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE,
REPAIR COSTS, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INA
BILITY TO USE THE PRODUCT, OR THE INCOMPATIBILITY OF THE PRODUCT WITH ANY HARDWA
RE SOFTWARE OR USAGE, EVEN IF SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. IN NO EVENT WILL LICENSORS TOTAL LIABILITY TO YOU FOR ALL DAMAG
ES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EX
CEED THE AMOUNT PAID BY YOU FOR THE PRODUCT. THIS LIMITATION OF LIABILITY SHALL
NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICAB
LE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NO
T ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
6. Indemnification
6.1. Indemnification for Violations. Your Operating of the Product, your accessi
ng your account with Licensor and your entering into this Agreement constitutes
your consent and agreement to defend, indemnify and hold harmless Licensor and i
ts affiliated companies, employees, contractors, officers and directors from any
claim or demand, including reasonable attorneys fees arising out of your use of
the Product in violation of this Agreement.
SPECIAL PROVISION APPLICABLE TO U.S. PERSONS AND ENTITIES.
7. U.S. Government-Restricted Rights.
7.1. Notice to U.S. Government End Users. The Product and accompanying Document
ation are deemed to be Commercial Items, as that term is defined at 48 C.F.R. 2.101
, consisting of Commercial Computer Software and Commercial Computer Software Docum
entation, respectively, as such terms are used in 48 C.F.R. 12.212 or 48 C.F.R. 227
.7202, as applicable. Consistent with 48 C.F.R. 12.212 or 48 C.F.R. 227.7202-1 thr
ough 227.7202-4, as applicable, the Commercial Computer Software and Commercial
Computer Software Documentation are being licensed to U.S. Government end users
(a) only as Commercial Items and (b) with only those rights, including any use,
modification, reproduction, release, performance, display or disclosure of the P
roduct and accompanying Documentation, as are granted to all other end users pur
suant to the terms and conditions herein. Unpublished-rights reserved under the
copyright laws of the United States.
7.2. Export Restrictions. You acknowledge and agree that the Product may be subj
ect to restrictions and controls imposed by the Export Administration Act and th
e Export Administration Regulations of the United States (the Acts). You agree an
d certify that neither the Product nor any direct product thereof is being or wi
ll be used for any purpose prohibited by the Acts. You may not Operate, downloa
d, export, or re-export the Product (a) into, or to a national or resident of, a
ny country to which the United States has embargoed goods, or (b) to anyone on t
he United States Treasury Departments list of Specially Designated Nationals or t
he U.S. Commerce Departments Table of Deny Orders. By downloading or using the P
roduct, you are representing and warranting that you are not located in, under t
he control of, or a national or resident of any such country or on any such list
. You acknowledge that it is your sole responsibility to comply with any and all
government export and other applicable laws and that the Licensor has no furthe
r responsibility for such after the initial license to you. You warrant and rep
resent that neither the U.S. Commerce Department, Bureau of Export Administratio
n nor any other U.S. federal agency has suspended, revoked or denied your export
privileges.
8. Your Information and the Licensors Privacy Policy
8.1. Privacy Policy. You acknowledge receipt of and agree to the Licensors priva
cy statement which is made available to you in connection with installation and
is set forth in full at http://www.elcomsoft.com/privacy.html. You hereby expre
ssly consent to the Licensors processing of your personal data (which may be coll
ected by the Licensor or its distributors) according to the Licensors current pri
vacy policy as of the date of the effectiveness hereof which is incorporated int
o this Agreement by reference. By entering into this Agreement, you agree that
the Licensor may collect and retain information about you, including your name a
nd email address. The Licensor employs other companies and individuals to perfo
rm certain functions on its behalf. Examples include fulfilling orders, deliver
ing packages, sending postal mail and e-mail, removing repetitive information fr
om customer lists, analyzing data, providing marketing assistance, processing cr
edit card payments, and providing customer service. They have access only to pe
rsonal information needed to perform their functions, but may not use it for oth
er purposes. The Licensor publishes a privacy policy on its web site and may am
end such policy from time to time in its sole discretion. You should refer to t
he Licensors privacy policy prior to agreeing to this Agreement for a more detail
ed explanation of how your information will be stored and used by the Licensor.
If you are an organization, you will ensure that each member of your organization
(including employees and contractors) about whom personal data may be provided
to the Licensor has given his or her express consent to the Licensors processing
of such personal data. Personal data will be processed by the Licensor or its d
istributors in the country where it was collected.
8.2. Public Announcements. The Licensor may identify you to the public as a cus
tomer of the Licensor and describe in a customer case study the services and sol
utions delivered by the Licensor to you. The Licensor may also issue one or mor
e press releases, containing an announcement of the execution and delivery of th
is Agreement and/or the implementation of the Product by you. Nothing contained
in this Section shall be construed as an obligation by you to disclose any of y
our proprietary or confidential information to any third party. In addition, yo
u may opt-out from this Section by writing an opt-out request to the Licensor at
info@elcomsoft.com.
9. Miscellaneous.
9.1. Governing Law; Jurisdiction and Venue. This Agreement shall be governed by
and construed and enforced in accordance with the laws of the Russian Federation
without reference to conflicts of law rules and principles. To the extent perm
itted by law, the provisions of this Agreement shall supersede any provisions of
the Uniform Commercial Code as adopted or made applicable to the Products in an
y competent jurisdiction. This Agreement shall not be governed by the United Na
tions Convention on Contracts for the International Sale of Goods, the applicati
on of which is expressly disclaimed and excluded. The courts within the Russian
Federation shall have exclusive jurisdiction to adjudicate any dispute arising
out of this Agreement. You agree that this Agreement is to be performed in the
Russian Federation and that any action, dispute, controversy, or claim that may
be instituted based on this Agreement, or arising out of or related to this Agre
ement or any alleged breach thereof, shall be prosecuted exclusively in the fede
ral or state courts in of the Russian Federation and you, to the extent permitte
d by applicable law, hereby waive the right to change venue to any other state,
county, district or jurisdiction; provided, however, that the Licensor as claima
nt shall be entitled to initiate proceedings in any court of competent jurisdict
ion.
9.2. Period for Bringing Actions. No action, regardless of form, arising out of
the transactions under this Agreement, may be brought by either party hereto mo
re than one (1) year after the cause of action has occurred, or was discovered t
o have occurred, except that an action for infringement of intellectual property
rights may be brought within the maximum applicable statutory period.
9.3. Entire Agreement; Severability; No Waiver. This Agreement is the entire
agreement between you and Licensor and supersedes any other prior agreements, pr
oposals, communications or advertising, oral or written, with respect to the Pro
duct or to subject matter of this Agreement. You acknowledge that you have read
this Agreement, understand it and agree to be bound by its terms. If any provi
sion of this Agreement is found by a court of competent jurisdiction to be inval
id, void, or unenforceable for any reason, in whole or in part, such provision w
ill be more narrowly construed so that it becomes legal and enforceable, and the
entire Agreement will not fail on account thereof and the balance of the Agreem
ent will continue in full force and effect to the maximum extent permitted by la
w or equity while preserving, to the fullest extent possible, its original inten
t. No waiver of any provision or condition herein shall be valid unless in writ
ing and signed by you and an authorized representative of Licensor provided that
no waiver of any breach of any provisions of this Agreement will constitute a w
aiver of any prior, concurrent or subsequent breach. Licensors failure to insist
upon or enforce strict performance of any provision of this Agreement or any ri
ght shall not be construed as a waiver of any such provision or right.
9.4. Contact Information. Should you have any questions concerning this Agreeme
nt contact us at legal@elcomsoft.com.
1998-2004 ElcomSoft Co. Ltd. All rights reserved. The Product, including the S
oftware and any accompanying Documentation, are copyrighted and protected by cop
yright laws and international copyright treaties, as well as other intellectual
property laws and treaties.